June 3, 1997






                                                                   C 57241-00064
MagneTek, Inc.
26 Century Boulevard
Nashville, TN 37229-0159

    Re:  MAGNETEK, INC. - FORM S-3 REGISTRATION STATEMENT

Ladies and Gentlemen:

    We have acted as counsel for MagneTek, Inc., a Delaware corporation (the
"Company"), in connection with the registration by the Company of 2,500,000
shares of the Company's Common Stock, $0.01 par value (the "Shares") and
associated rights, on a Form S-3 Registration Statement (the "Registration
Statement") under the Securities Act of 1933, as amended.  The Shares will be
acquired and distributed to the public by Lehman Brothers (the "Underwriters")
pursuant to the terms of a Standby Agreement between the Company and the
Underwriters relating to the call for redemption of the Company's 8% Convertible
Subordinated Notes due 2001 (the "Standby Agreement"), substantially in the form
filed as an exhibit to the Registration Statement.

    On the basis of such investigation as we have deemed necessary, we are of
the opinion that (i) the Shares have been duly authorized and (ii) when issued
and sold in accordance with the terms of the Registration Statement and the
Standby Agreement the Shares will be legally issued, fully paid and
nonassessable.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" contained in the prospectus that forms part of the Registration
Statement.

                                       Very truly yours,



                                       GIBSON, DUNN & CRUTCHER LLP



JB/LYK/FEA